Fund LP Services Agreement

Welcome to Fund LP. This Services Agreement ("Terms") governs your ("you," "your" or "Client") access to and/or use of the Fund LP application(s) ("Service") and is part of an agreement between you and Fund LP, Inc. ("Fund LP," "we" or "us").

By registering for, accessing, or purchasing the Services, you signify you have read, understood, and agree to be bound by these Terms. Together with any additional terms stated in the Service, the Terms provide all the terms and conditions for access to and use of the Service between you and Fund LP (collectively, the "Agreement"). If you access or use the Service on behalf of an entity (a "Company"), you represent and warrant that you have the authority to bind the Company to the terms of the Agreement, and the word "you" refers to Company throughout.

Fund LP may modify the terms from time to time and such modifications shall become binding upon being made available via the Service. If you do not agree to this Agreement or any modifications thereto, you are not authorized to use or access (or continue to use, access or participate in) the Service.

The Service does not constitute investment advice, and Outputs (as defined below) are generated by artificial intelligence. The Service and the Outputs are not a substitute for professional investment advice.

THESE TERMS HAVE A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER PROVISION. THEY AFFECT YOUR LEGAL RIGHTS.

1. Definitions

1.1 "Additional Services" means any additional services, including professional services and add-ons. Such Additional Services may be subject to supplemental terms and conditions and may come at an additional cost.

1.2 "Content" means Input and Output collectively.

1.3 "DPA" means Fund LP's data processing addendum at www.fundlp.com/dpa.

1.4 "De-Identified Data" means Content that Fund LP has de-identified, and may also have aggregated, using standard industry practices such as masking to avoid identifying or associating you or a specific individual, company, and/or Confidential Information.

1.5 "Inputs" means queries, data, attachments, or other information provided or utilized (if supplied by Fund LP) by you through the Service's interfaces. Inputs may include User Data.

1.6 "Output" means data, content, prompts, and other information that the Service provides in response to Inputs that you provide to the Service. To the extent Inputs include User Data, Outputs may also include such User Data.

1.7 "Privacy Policy" means Fund LP's privacy policy at www.fundlp.com/privacy.

1.8 "Subscription Term" means the period of time you have subscribed to the Service (e.g., monthly or annually).

1.9 "User Data" means your data, including queries drafted by You and any other data received from You through the Service. If you are a Company, this means all the Company's users' data individually and collectively.

2. Use of the Service

2.1 Registration. You must register and create a Fund LP account (an "Account"). The Account is intended for individual use only and cannot be shared by multiple users; use of shared email accounts (e.g. [email protected]) is not permissible. You accept responsibility for all activities that occur under your Account except those resulting from Fund LP's gross negligence or willful misconduct. You agree to notify Fund LP upon becoming aware of any unauthorized use of your Account. If your Account is part of a Company's organizational account in Fund LP (an "Organization"), the administrator(s) of the Organization is responsible for ensuring your individual users comply with this Agreement. The administrator(s) of the Organization may have access to all User Data of any user that is part of the Organization.

2.2 License and Access. Subject to this Agreement, including payment, Fund LP grants you a limited, non-exclusive, non-transferable, non-sublicensable right and license to permit the number of users purchased to access and use the Service for business purposes, and use, display, distribute, publish, reproduce, and produce derivative works of the Output to further such business purposes.

2.3 Free Trials and Private Previews.

2.3.1 Free Trials. Fund LP may provide free trials to the Service ("Trial") from time-to-time as agreed by Fund LP in writing.

2.3.2 Private Previews. Fund LP may provide you access to Fund LP products, features, technologies or services that are not yet generally available on a free or paid basis, including, but not limited to, any product, service or feature labeled as "beta," "alpha," "preview," "private release," "pre-release," or "experimental" (each, a "Private Preview"). You must comply with any additional and/or modified terms posted or provided to you to access any Private Preview. Private Previews are not covered by customer support and/or service level agreements unless otherwise stated. Any products, services or features in Private Preview may be inoperable, incomplete or include functionality never released by Fund LP. You should not rely on any products, services or features in Private Preview in any manner and your use is at your own risk. Fund LP will have access to all information submitted, transferred or inputted to Fund LP as it relates to such Private Preview, and Fund LP may use such information as it relates to improving the user experience related to such Private Preview.

2.3.3 General. Trials and Private Previews are provided "as-is" without any warranties of any kind. By using a Trial or Private Preview, you acknowledge and agree that the products, services and/or features may contain errors, may not operate as intended and your use of such may result in data loss or other damages. Fund LP shall not be liable for any direct, indirect, incidental, special, consequential or punitive damages arising out of or related to the use of a Trial or Private Preview, and Fund LP's liability for all claims arising under the use of a Trial or Private Preview will not exceed US$100.00. Fund LP reserves the right to modify, suspend or discontinue a Trial or Private Preview at any time without notice and without liability to Client.

2.4 [Intentionally Omitted].

2.5 Integrations. Fund LP may allow you to connect the Service, including through APIs, ("Integrations") with other tools and systems ("Non-Fund LP Applications"). Your use of Non-Fund LP Applications is governed exclusively by the terms of the applicable third-party agreement with such Non-Fund LP Application. By enabling Integrations, you warrant that you have the legal right to connect the Non-Fund LP Applications with Fund LP and permit Fund LP the right to process any User Data sent to Fund LP from the Non-Fund LP Applications. Fund LP is granted permission to access and interact with Non-Fund LP Applications solely for the purpose of facilitating the authorized Integrations. If your authority to allow Fund LP access to the Non-Fund LP Applications lapses, you will immediately disable such Integrations from within your Account. Fund LP disclaims any liability for unauthorized use, disclosure alteration or destruction of User Data resulting from processing by Non-Fund LP Applications. Fund LP does not guarantee the availability of such Integrations and their interoperability with the Service.

3. User Obligations

3.1 Responsibility for Content. You are fully responsible for having the necessary licenses to provide the User Data to Fund LP (and its subcontractors and service providers) and, to the extent Non-Fund LP Applications are utilized, such third parties. You are responsible for the accuracy, completeness and lawfulness, including compliance with applicable data privacy laws, of the User Data. You are responsible for Content and the use of such Content, including that you do not violate applicable law or this Agreement.

3.2 Service Restrictions. You agree you will not access or use the Service to:

3.2.1 Violate a third party's rights or in violation of applicable law;

3.2.2 Compromise, circumvent or interfere with the integrity, security or performance of the Service or any data contained therein;

3.2.3 Modify, reverse engineer, or create derivative works from the Services, except as permitted by law;

3.2.4 Make available the Service to third parties;

3.2.5 Sell, resell, rent, lease, offer any time-sharing arrangement, service bureau or any service based upon the Output or Service;

3.2.6 Compete with Fund LP or monitor its availability, functionality or performance, or for any other competitive purpose;

3.2.7 Introduce or attempt to introduce harmful software or data into the Service;

3.2.8 Manipulate the Output to generate prohibited content or to breach confidentiality; or

3.2.9 Provide any personally identifiable health data, payment card industry data, or classified information or data subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.

4. Inputs and Outputs

4.1 License to Fund LP. You grant Fund LP and its licensors a non-exclusive, worldwide, sublicensable, royalty-free license to use Inputs to provide the Services, including to develop, update, and improve the Service.

4.2 Improvements. Fund LP may use De-Identified Data to enhance and improve the Service, including to train Service algorithms and prevent abuse, but may not use the De-Identified Data in any way that would reveal your confidential information or identify the source thereof or your identity.

4.3 License to Output. Subject to your compliance with this Agreement, Fund LP grants you a non-exclusive, perpetual, irrevocable, sublicensable, assignable, royalty-free, worldwide license to use the Output. Notwithstanding anything to the contrary, you agree that any Outputs may be similar or identical to outputs generated for other clients, in form, substance, or idea, and agree that you establish no proprietary interest in or make any claim against such similar or identical outputs. For clarity, as between the parties, you retain all intellectual property rights and licenses in and to your Input (which may also appear in the Output).

5. Fees and Payment

5.1 Fees. You agree to pay the fees for the Service as specified when you sign up, in advance of the Subscription Term, in U.S. Dollars or an available currency designated by Fund LP. We reserve the right to change fees for any renewal period.

5.2 Payment Method. You will provide Fund LP with a valid credit card or other Fund LP-approved payment method. You authorize Fund LP to charge your payment method for all fees and taxes due. Fund LP will automatically charge your payment method at the start of each renewal Subscription Term for the renewal fees.

5.3 Invoices. Fund LP will provide an invoice for each charge, viewable through your Account. You agree to pay all fees within thirty (30) days of the invoice date, unless otherwise specified.

5.4 Late Payments. Overdue amounts will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. You will be responsible for all reasonable expenses incurred by Fund LP in collecting amounts due, including collection agencies, attorneys' fees, and court costs. Unpaid amounts may result in suspension or termination of your access to the Service.

5.5 Taxes. Fees are exclusive of all taxes, levies, or duties. You are responsible for all taxes, except for those based on Fund LP's net income or property. If you are required to withhold any taxes, you must increase payment to Fund LP so that the net amount received by Fund LP after withholding equals the required amount.

5.6 Refunds. Unless required by applicable law, all fees are non-refundable, except for cases described in Section 10.2.3 of this Agreement.

6. Confidentiality

6.1 Definition. "Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by other means, designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms of this Agreement, business and marketing plans, pricing and billing information, technology and technical information, product designs, and business processes. Confidential Information excludes information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without breach of any obligation; (c) is received from a third party without breach of any obligation; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

6.2 Non-Disclosure. The Receiving Party will use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information of like nature, but not less than reasonable care, and will not disclose or use the Disclosing Party's Confidential Information for any purpose outside this Agreement's scope. The Receiving Party may disclose Confidential Information to its employees, affiliates, agents, and contractors who need to know it and are bound by confidentiality obligations at least as protective as those herein. The Receiving Party is responsible for violations by such persons. The Receiving Party may disclose Confidential Information as required by law, provided it gives the Disclosing Party prior notice and reasonable assistance to contest the disclosure.

6.3 Input Confidentiality. Fund LP acknowledges that Input may contain Confidential Information. Fund LP agrees to maintain the confidentiality of any properly designated Confidential Information contained within Input in accordance with this Section 6 (Confidentiality) and will only use such information in accordance with the terms of this Agreement. Fund LP may disclose Input, including Confidential Information, to its subcontractors, solely as necessary to provide the Service in accordance with this Agreement. Fund LP will remain liable for acts or omissions of its subcontractors.

6.4 Limit on Fund LP's Confidentiality Obligations. You acknowledge that the Service is intended to use your Input, including potential Confidential Information, to generate Output. Therefore, despite Fund LP's confidentiality obligations, Output may include or reference your Confidential Information. You understand that Fund LP is not responsible for how you use Output containing Confidential Information. You are solely responsible for reviewing Output containing Confidential Information before sharing it with third parties.

7. User Data and Security

7.1 User Data. Our Privacy Policy explains how Fund LP handles User Data. If you are a Company, you must provide appropriate notice to individuals regarding collection, use, and processing of their data, including how Fund LP processes their data under this Agreement. You consent to Fund LP's data collection practices as described in our Privacy Policy, which may be updated from time to time.

7.2 Data Processing Addendum. The DPA applies to personal information contained in User Data that is subject to certain data protection laws, as specified in the DPA. The DPA is incorporated by reference into this Agreement.

7.3 Security. Fund LP employs reasonable security measures to protect User Data from unauthorized access, disclosure, or destruction. Fund LP will comply with the security requirements specified in the DPA if applicable under Section 7.2.

8. Warranties and Disclaimers

8.1 Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

8.2 Fund LP Warranties. Fund LP warrants that (a) it will comply with applicable laws in providing the Service, and (b) the Service will perform materially as described in any applicable service documentation.

8.3 Your Warranties. You represent and warrant that (a) you have the necessary rights, consents, and permissions to provide Input to Fund LP and to grant the licenses herein, (b) your use of the Service will comply with applicable laws, and (c) your Input does not infringe or misappropriate any third-party intellectual property rights or contain any illegal content.

8.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. FUND LP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FUND LP MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE ERROR-FREE, SECURE, OR OPERATE WITHOUT INTERRUPTION.

8.5 Not Investment Advice. THE SERVICE DOES NOT PROVIDE INVESTMENT ADVICE. FUND LP IS NOT A REGISTERED INVESTMENT ADVISER, BROKER-DEALER, OR FINANCIAL ADVISOR. THE OUTPUTS ARE GENERATED BY ARTIFICIAL INTELLIGENCE AND MAY CONTAIN ERRORS, INACCURACIES, OR MATERIAL THAT VIOLATES THIRD-PARTY RIGHTS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ALL OUTPUTS AND OTHER INFORMATION OBTAINED THROUGH THE SERVICE. YOU SHOULD ALWAYS USE YOUR OWN PROFESSIONAL JUDGMENT AND SEEK APPROPRIATE LEGAL, FINANCIAL, AND OTHER PROFESSIONAL ADVICE BEFORE RELYING ON ANY OUTPUTS.

9. Limitation of Liability

9.1 Maximum Liability. IN NO EVENT WILL EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND THEORIES OF LIABILITY, EXCEED THE FEES PAID BY YOU TO FUND LP DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Exclusion of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, OR COST OF REPLACEMENT SERVICES) IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Exceptions. The limitations in Sections 9.1 and 9.2 do not apply to: (a) a party's indemnification obligations under Section 10; (b) a party's obligations under Section 6 (Confidentiality); (c) a party's gross negligence or willful misconduct; (d) a party's fraud or fraudulent misrepresentation; (e) a party's violation of applicable law; (f) your payment obligations; or (g) any other liability that cannot be excluded by applicable law.

10. Term, Termination, and Suspension

10.1 Term. This Agreement begins on the date you first accept it and continues until all Subscription Terms have expired or been terminated.

10.2 Termination.

10.2.1 You may terminate your subscription through your Account or by notifying Fund LP at least 21 days before the end of the paid period. Fund LP may terminate the Subscription Term, which terminates this Agreement, by providing notice to you at least 21 days before the end of the paid period.

10.2.2 Fund LP may immediately terminate this Agreement and/or your access to the Service, without notice, if we believe: (a) your actions have caused or are likely to cause liability or other material negative effects for Fund LP or others or (b) you've failed to pay fees when due and not cured such non-payment within ten (10) days of notice of the non-payment. No refunds are available for suspension or termination under this section.

10.2.3 You may terminate if we materially breach this Agreement and, upon written notice to us, do not cure such breach within thirty (30) days.

10.3 Auto-renewal. Services offered as a subscription will automatically renew at the end of each Subscription Term unless you cancel by providing us with written notice before the end of the Subscription Term. Renewal will be at the then-current pricing for the Service.

10.4 Effect of Termination. Upon expiration of the Subscription Term or termination of this Agreement, you shall cease use of the Service. Any provisions intended by their nature to survive the termination or expiration of this Agreement shall survive.

11. Governing Law and Dispute Resolution

11.1 Governing Law. By using the Service, you agree that (a) the Service is considered based in California, (b) the Service does not give rise to personal jurisdiction over us in jurisdictions other than California, (c) the laws of the State of California will apply to this Agreement without respect to its conflict of laws principles, (d) the United Nations Convention on Contracts for the International Sale of Goods will not apply, (e) you consent to the personal jurisdiction of the federal and state courts located in San Francisco, California, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our intellectual property or proprietary rights, and (f) San Francisco, California, will be the proper forum for any appeals or court proceedings if the arbitration is not enforceable.

11.2 Dispute Resolution and Arbitration. For any dispute with Fund LP, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that Fund LP has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof, through any other equitable or legal means available to such party by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco, California, unless you and Fund LP agree otherwise. If you use the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees by JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees, and reasonable costs for experts and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent a party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of a party's data security, intellectual property, or other proprietary rights.

11.3 Jury Trial and Class Action Waivers. YOU AND FUND LP AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND FUND LP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

11.4 Limitation. YOU AND FUND LP AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

12. General

12.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Fund LP relating to the subject matter herein and can only be modified in writing, signed by both parties. In the event of any conflicts, the order of precedence is as follows: (i) DPA and (ii) this Agreement. Purchase orders you issue are for your internal, administrative use only, and cannot modify this Agreement; any contractual terms in such purchase order are void. Fund LP may modify this Agreement and the DPA at any time. Your continued use of the Service after the effective date of any modification to the Agreement or DPA constitutes your acceptance of such modifications.

12.2 Assignment. Except in the case of a merger or acquisition involving substantially all of a party's assets, this Agreement may not be transferred or assigned without the consent of the other party.

12.3 Export Compliance. The Service is controlled and operated from the United States. The Service is subject to the export laws and regulations of the United States. You represent that, you are not located in, and will not export, re-export, access or use, or permit any person to export, re-export, access or use, the Service in any U.S embargoed country or region, or export, re-export, access or use the Service contrary to any U.S. export laws or regulations. You acknowledge that remote access may in certain circumstances be considered a re-export.

12.4 Force Majeure. Except for payment by you, neither party will be liable for, or be considered to be in breach of, or in default, under this Agreement, as a result of any cause or condition beyond such party's reasonable control.

12.5 Logo Use. Fund LP may identify you or your Company, including the use of Company's name and logo, as a user of the Service on its website and in marketing and other promotional materials and presentations.

12.6 Notices. All notices must be in writing (in English) and sent to the email address registered to your Account or, if to Fund LP, [email protected]. Either party may update its email address for notices under this Agreement by providing the other party notice in accordance with this section.

12.7 Severability. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties' intention and the remaining provisions will remain in full force and effect.

12.8 Waiver. The failure of a party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by each party.